Annual General Meeting
15 August 2014
Exhibit 99.6 |
Annual General Meeting
15 August 2014
Chairmans Address
Michael Hammes
2
PAGE |
Annual General Meeting
15 August 2014
CEOs Address
Louis Gries
3
PAGE |
PAGE
1
GROUP OVERVIEW
4
Net operating profit reflects:
Higher sales volumes and average net sales prices in both the USA and Europe Fiber Cement and
Asia Pacific Fiber Cement Segments
USA and Europe Fiber Cement EBIT margin of 21.2%
Asia Pacific Fiber Cement Segment EBIT margin excluding New Zealand weathertightness claims of
21.7%
Increase in Adjusted effective tax rate, changes in the fair value of interest rate swaps, and foreign
currency losses Q1
Q1
%
FY 2015
FY 2014
Change
Net operating profit
28.9
142.2
(80)
Adjusted net operating profit
50.1
52.0
(4)
Adjusted diluted earnings per share (US cents)
11
12
US$
Millions
st
st
1
1
Comparisons
are
of
the
1
quarter
of
the
current
fiscal
year
versus
the
1
quarter
of
the
prior
fiscal
year |
USA
AND EUROPE FIBER CEMENT 1st Quarter Result
1
Net Sales
up
16% to US$321.5
million
Sales Volume
up
8% to 463.3 mmsf
Average Price
up
7% to US$680 per msf
EBIT
up
14% to US$68.0 million
EBIT Margin
down
0.2 pts to 21.2%
5
1
Comparisons
are
of
the
1
st
quarter
of
the
current
fiscal
year
versus
the
1
st
quarter
of
the
prior
fiscal
year
PAGE |
PAGE
ASIA PACIFIC FIBER CEMENT
1st
Quarter
Result
Net Sales
up
1% to US$95.3 million
Sales Volume
up
6% to 108.5 mmsf
Average Price
up
2% from A$916 per msf to A$931 per msf
EBIT
down
2% to US$20.7 million, +4% in AUD
EBIT Margin
down
0.7 pts to 21.7%
6
2
2
1
1
Comparisons
are
of
the
1
st
quarter
of
the
current
fiscal
year
versus
the
1
st
quarter
of
the
prior
fiscal
year
2
Excludes
New
Zealand
weathertightness
claims
of
US$1.3
million
benefit
and
US$4.6
million
expense
in
1
st
quarter
FY15
and
1
st
quarter
FY14,
respectively |
USA
and Europe Fiber Cement
The
US
operating
environment
continues
to
recover,
but
at
a
more
modest
pace
than
expected
earlier
this year
The recent flattening in housing activity has created some uncertainty about the
pace of the recovery in the short-term
Our medium-term view on the recovery is unchanged. To capitalize on the growing
market demand and anticipated market penetration, we continue to invest in
additional manufacturing capacity across the US
EBIT
to
revenue
margin
is
expected
to
remain
within
our
target
range
of
20%
-
25%
for
fiscal
2015,
absent any major external factors
Asia Pacific Fiber Cement
In Australia, net sales from the Australian business are expected to improve,
tracking in line with expected growth in the detached housing market and an
expected positive movement in the repair and remodel market
The
New
Zealand
business
is
expected
to
deliver
improved
results
supported
by
a
stronger
local
housing market, particularly in Auckland and Christchurch, although at a more
moderate rate of growth than prior year
The Philippines business is expected to grow, driven by increased penetration in to
a relatively flat repair and remodel market, together with increased
penetration into the growing Residential High Rise market
GROUP OUTLOOK
PAGE
7 |
Annual General Meeting
15 August 2014
Items of Business
8
PAGE |
RESOLUTION 1:
Financial Statements and Reports for Fiscal
Year 2014
9
PAGE
To receive and consider the financial statements and
reports of the Directors and external auditor for the fiscal
year ended 31 March 2014 |
RESOLUTION 1:
Financial Statements and Reports for Fiscal
Year 2014
PROXY RESULTS:
Votes
%*
For
361,153,858
99.95
Against
72,833
0.02
Open
108,620
0.03
Abstain
3,960,716
N/A
Excluded
0
N/A
* Percentages have been rounded
PAGE
10 |
RESOLUTION 2:
Remuneration Report for Fiscal Year 2014
11
PAGE
To receive and consider the Remuneration Report of the
company for the fiscal year ended 31 March 2014 |
PAGE
RESOLUTION 2:
Remuneration Report for Fiscal Year 2014
12
PROXY RESULTS:
Votes
%*
For
327,342,449
89.78
Against
37,170,213
10.19
Open
108,620
0.03
Abstain
674,745
N/A
Excluded
0
N/A
* Percentages have been rounded |
PAGE
13
RESOLUTION 3:
Election/Re-election of Directors
a.
That Russell Chenu be elected as a director
b.
That Michael Hammes, who retires by rotation in
accordance with the Articles of Association, be re-
elected as a director
c.
That Rudolf van der Meer, who retires by rotation in
accordance with the Articles of Association, be re-
elected as a director
PAGE |
RESOLUTION 3(a):
Election
of
Director
Russell
Chenu
14
PROXY RESULTS:
Votes
%*
For
360,300,698
98.74
Against
4,507,463
1.23
Open
108,620
0.03
Abstain
379,246
N/A
Excluded
0
N/A
* Percentages have been rounded
PAGE |
RESOLUTION 3(b):
Re-election of Director
Michael Hammes
PROXY RESULTS:
Votes
%*
For
358,924,079
98.32
Against
6,025,374
1.65
Open
108,620
0.03
Abstain
237,954
N/A
Excluded
0
N/A
* Percentages have been rounded
PAGE
15 |
RESOLUTION 3(c):
Re-election
of
Director
Rudolf
van
deer
Meer
16
PROXY RESULTS:
Votes
%*
For
364,365,460
99.82
Against
567,203
0.15
Open
108,620
0.03
Abstain
254,744
N/A
Excluded
0
N/A
* Percentages have been rounded
PAGE |
PAGE
RESOLUTION 4:
Authority to Fix the External Auditors
Remuneration
17
That the Board be authorised to fix the remuneration of
the external auditor for the financial year ended 31
March 2015 |
RESOLUTION 4:
Authority to Fix the External Auditors
Remuneration
18
PROXY RESULTS:
Votes
%*
For
364,104,920
99.93
Against
156,816
0.04
Open
108,620
0.03
Abstain
925,671
N/A
Excluded
0
N/A
* Percentages have been rounded
PAGE |
RESOLUTION 5:
Increase Non-executive Director Fee Pool
19
PAGE
Approve an increase in the maximum remuneration
payable to non-executive directors |
RESOLUTION 5:
Increase Non-executive Director Fee Pool
PROXY RESULTS:
Votes
%*
For
361,919,202
99.55
Against
1,551,385
0.42
Open
108,620
0.03
Abstain
994,146
N/A
Excluded
722,674
N/A
* Percentages have been rounded
PAGE
20 |
RESOLUTION 6:
Grant of Return on Capital Employed
Restricted Stock Units
21
PAGE
Approve the grant of Return on Capital Employed
Restricted Stock Units (RSUs) under the companys
Long Term Incentive Plan to the CEO, Louis Gries |
PAGE
RESOLUTION 6:
Grant of Return on Capital Employed
Restricted Stock Units
22
PROXY RESULTS:
Votes
%*
For
350,568,956
96.42
Against
12,932,919
3.55
Open
108,620
0.03
Abstain
1,191,924
N/A
Excluded
493,248
N/A
* Percentages have been rounded |
RESOLUTION 7:
Grant of Relative Total Shareholder Return
(TSR) RSUs
23
PAGE
Approve the grant of RSUs with a Relative Total
Shareholder Return (TSR) hurdle under the companys
Long Term Incentive Plan to the CEO, Louis Gries |
RESOLUTION 7:
Grant of Relative Total Shareholder Return
(TSR) RSUs
24
PROXY RESULTS:
Votes
%*
For
324,265,869
90.23
Against
35,037,286
9.74
Open
108,620
0.03
Abstain
5,391,004
N/A
Excluded
493,248
N/A
* Percentages have been rounded
PAGE |
Other Items of Business
PAGE
25 |
Annual General Meeting
15 August 2014 |
Disclaimer:
This Management Presentation contains forward-looking statements. James Hardie may from time to
time make forward-looking statements in its periodic reports filed with
or
furnished
to
the
SEC,
on
Forms
20-F
and
6-K,
in
its
annual
reports
to
shareholders,
in
offering
circulars,
invitation
memoranda
and
prospectuses,
in
media
releases
and
other
written
materials
and
in
oral
statements
made
by
the
companys
officers,
directors
or
employees
to
analysts,
institutional
investors,
existing
and
potential lenders, representatives of the media and others. Statements that are not historical facts
are forward-looking statements and such forward-looking statements are statements made
pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include:
statements about the companys future performance;
projections of the companys results of operations or financial condition;
statements regarding the companys plans, objectives or goals, including those relating to
strategies, initiatives, competition, acquisitions, dispositions and/or its products;
expectations
concerning
the
costs
associated
with
the
suspension
or
closure
of
operations
at
any
of
the
companys
plants
and
future
plans
with
respect
to
any
such plants;
expectations concerning the costs associated with the significant capital expenditure projects at any
of the companys plants and future plans with respect to any such projects;
expectations regarding the extension or renewal of the companys credit facilities including
changes to terms, covenants or ratios;
expectations concerning dividend payments and share buy-backs;
statements concerning the companys corporate and tax domiciles and structures and potential
changes to them, including potential tax charges;
statements regarding tax liabilities and related audits, reviews
and proceedings;
statements regarding the possible consequences and/or potential outcome of the legal proceedings
brought against two of the companys subsidiaries by the New Zealand Ministry of Education
and the potential product liabilities, if any, associated with such proceedings;
expectations about the timing and amount of contributions to Asbestos Injuries Compensation Fund
(AICF), a special purpose fund for the compensation of proven Australian asbestos-related
personal injury and death claims;
expectations concerning indemnification obligations;
expectations concerning the adequacy of the companys warranty provisions and estimates for
future warranty-related costs;
statements regarding the companys ability to manage legal and regulatory matters (including but
not limited to product liability, environmental, intellectual property and competition law
matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-
party recoveries; and
statements
about
economic
conditions,
such as changes
in
the
US
economic
or
housing
recovery
or
changes
in
the
market
conditions
in
the
Asia
Pacific
region,
the levels of new home construction and home renovations, unemployment levels, changes in consumer
income, changes or stability in housing values, the availability of mortgages and other
financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales,
currency exchange rates, and builder and consumer confidence.
PAGE |
Disclaimer
(continued): Words such as believe, anticipate,
plan, expect, intend, target, estimate, project, predict, forecast, guideline, aim, will, should,
likely, continue, may, objective,
outlook and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Readers are cautioned not to place undue reliance on these forward-looking statements and all such
forward-looking statements are qualified in their entirety by reference to the following
cautionary statements. Forward-looking statements are based on the companys current expectations, estimates and
assumptions and because forward-looking statements address future results, events and
conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the companys control.
Such known and unknown risks, uncertainties and other factors may cause actual results, performance or
other achievements to differ materially from the anticipated results, performance or
achievements expressed, projected or implied by these forward-looking statements. These factors, some of which are discussed under Risk
Factors in Section 3 of the Form 20-F filed with the Securities and Exchange Commission on
26 June 2014, include, but are not limited to: all matters relating to or arising out of the
prior manufacture of products that contained asbestos by current and former James Hardie subsidiaries; required contributions to AICF, any shortfall
in AICF and the effect of currency exchange rate movements on the amount recorded in the
companys financial statements as an asbestos liability; governmental loan facility to
AICF; compliance with and changes in tax laws and treatments; competition and product pricing in the markets in which the company operates; the
consequences of product failures or defects; exposure to environmental, asbestos, putative consumer
class action or other legal proceedings; general economic and market conditions; the supply and
cost of raw materials; possible increases in competition and the potential that competitors could copy the companys products;
reliance on a small number of customers; a customers inability to pay; compliance with and
changes in environmental and health and safety laws; risks of conducting business
internationally; compliance with and changes in laws and regulations; the effect of the transfer of the companys corporate domicile from The Netherlands to
Ireland, including changes in corporate governance and any potential tax benefits related thereto;
currency exchange risks; dependence on customer preference and the concentration of the
companys customer base on large format retail customers, distributors and dealers; dependence on residential and commercial construction
markets; the effect of adverse changes in climate or weather patterns; possible inability to renew
credit facilities on terms favourable to the company, or at all; acquisition or sale of
businesses and business segments; changes in the companys key management personnel; inherent limitations on internal controls; use of
accounting estimates; and all other risks identified in the companys reports filed with
Australian, Irish and US securities agencies and exchanges (as appropriate). The company
cautions you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those
referenced in the companys forward-looking statements. Forward-looking statements speak
only as of the date they are made and are statements of the companys current expectations
concerning future results, events and conditions. The company assumes no obligation to update any forward-looking statements or information
except as required by law.
PAGE |
Annual General Meeting
15 August 2014 |